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HomeMy WebLinkAbout051-26 - 3J Consulting - ContractDocusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 051-26 Port Orchard Contract #: Authorized Amount: $25,000.00 Date Start: 4/2/2026 Date End: 12/2/2026 CONSULTANT SERVICES AGREEMENT THIS AGREEMENT is entered into by and between the City of Port Orchard, Washington, a municipal corporation organized under the laws of the State of Washington ("City") and 3J Consulting("Consultant") organized under the laws of the State of Washington located and doing business at 3560 BRIDGEPORT WAY, SUITE 3-J UNIVERSITY PLACE, WASHINGTON 98466 (hereinafter the "Consultant"). RECITALS: WHEREAS, the City desires to have certain services performed for its residents; and WHEREAS, the City has selected the Consultant to perform such services pursuant to certain terms and conditions; and WHEREAS, the City complied with the requirements for hiring Consultant contained in Chapter 39.80 RCW; NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below, the parties agree as follows: AGREEMENT: 1. Scope of Services to be Performed by Consultant. The Consultant shall perform work as assigned by the City, which may include the services described in Exhibit "A" of this Agreement which is attached hereto and incorporated herein by this reference as if set forth in full. Additional work may be assigned by the City, however, this Agreement does not obligate the City to assign any specific work or any work to the Consultant. In performing the services, the Consultant shall comply with all federal, state, and local laws and regulations applicable to the services. The Consultant shall perform the services diligently and completely and in accordance with professional standards of conduct and performance. If the services provided hereunder are funded in whole or in part under a Grant Funding Agreement, then Consultant will comply with the terms of such Grant Funding Agreement to ensure that the City is able to obtain the maximum funding under such Grant Funding Agreement. If this applies, the City will provide the Consultant with a copy of the Grant Funding Agreement. City of Port Orchard and 3J Consulting Public Works Project: On -Coll Plan Review Updated 4/2022 1OUR Page 1 of la Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 2. Compensation. The City shall pay the Consultant for services rendered according to the rates and methods set forth below. ❑ LUMP SUM. Compensation for these services set forth in Exhibit A shall be a Lump Sum of $______________ X TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not exceed $25,000.00 without written authorization and will be based on the list of billing rates and reimbursable expenses attached hereto as Exhibit "B." ❑ TIME AND MATERIALS. Compensation for these services shall be on a time and materials basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit „B„ ❑ OTHER 3. Payment. A. The Consultant shall maintain time and expense records and provide them to the City monthly after services have been performed, along with monthly invoices in a format acceptable to the City for work performed to the date of the invoice. B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in dispute, and the Parties shall immediately make every effort to settle the disputed portion. C. The Consultant shall keep cost records and accounts pertaining to this Agreement available for inspection by City representatives for three (3) years after final payment unless a longer period is required by a third -party agreement. Copies shall be made available on request. D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall comply with all federal and state laws applicable to independent contractors, including, but not limited to, the maintenance of a separate set of books and records that reflect all items of income and expenses of the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by law, to show that the services performed by the Consultant under this Agreement shall not give rise to an employer -employee relationship between the parties, which is subject to Title 51 RCW, Industrial Insurance. E. If the services rendered do not meet the requirements of the Agreement, the Consultant will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. The City shall pay the Consultant for City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated4/2022 IBUF Page 2 of 17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 services rendered within ten (10) days after City Council voucher approval. However, if the City objects to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. F. The City reserves the right to direct the Consultant's compensated services before reaching the maximum amount. 4. Duration of Agreement. A. This Agreement shall be in full force and effect for a period commencing on 4/2/2026 and ending 12/2/2026 unless sooner terminated under the provisions of this Agreement. The City reserves the right to offer two (2) one-year extensions prior to expiration of the Agreement to retain the Consultant's services. B. Time is of the essence of this Agreement in each and all of its provisions in which performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will negotiate in good faith to determine whether an extension is appropriate. C. The Consultant shall obtain a City of Port Orchard business license prior to commencing work pursuant to a written Notice to Proceed. D. The Consultant is authorized to proceed with services upon receipt of a written Notice to Proceed. 5. Standard of Care. The Consultant represents and warrants that it has the requisite training, skill, and experience necessary to provide the services under this Agreement and is appropriately accredited and licensed by all applicable agencies and governmental entities. Services provided by the Consultant under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing in similar circumstances. 6. Ownership and Use of Documents. A. Ownership. Any records, files, documents, drawings, specifications, data, or information, regardless of form or format, and all other materials produced by the Consultant in connection with the services provided to the City, shall be the property of the City whether the project for which they were created is executed or not. B. Records preservation. Consultant understands that this Agreement is with a government agency and thus all records created or used in the course of Consultant's work for the City are considered "public records" and are subject to disclosure by the City under the Public Records Act, Chapter 42.56 RCW ("the Act"). Consultant agrees to safeguard and preserve records in accordance City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated 4/222 1803 Page 3 of 17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 with the Act. The City may be required, upon request, to disclose the Agreement, and the documents and records submitted to the City by Consultant, unless an exemption under the Public Records Act applies. If the City receives a public records request and asks Consultant to search its files for responsive records, Consultant agrees to make a prompt and thorough search through its files for responsive records and to promptly turn over any responsive records to the City's public records officer at no cost to the City. 7. Relationship of the Parties; Independent Consultant. The Parties intend that an independent contractor -client relationship will be created by this Agreement. As the Consultant is customarily engaged in an independently established trade which encompasses the specific service provided to the City hereunder, no agent, employee, representative or sub -consultant of the Consultant shall be or shall be deemed to be the employee, agent, representative or sub -consultant of the City. In the performance of the work, the Consultant is an independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained under this Agreement. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub - consultants of the Consultant. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, representatives, and sub -consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work that the Consultant performs hereunder. 8. Indemnification. Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorneys' fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES. The provisions of this section shall survive the expiration or termination of this Agreement. City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updat,d4/20221BDR Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. ii. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent Consultants and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. iii. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. iv. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: i. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. ii. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. iii. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provision. The Consultant's Automobile Liability, Commercial General Liability, and Professional Liability insurance policies are to contain, or be endorsed to contain, that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. City of Port Orchard and 31 Consulting Public Works Project: On -Call Plan Review Updated 4/2022 WOO Page 5 oft) Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A -VII. E. Verification of Coverage. The Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. H. No Limitation. Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 10. Record Keeping and Reporting. A. The Consultant shall maintain accounts and records, including personnel, property, financial, and programmatic records, which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed pursuant to this Agreement. The Consultant shall also maintain such other records as may be deemed necessary by the City to ensure proper accounting of all funds contributed by the City to the performance of this Agreement. B. The foregoing records shall be maintained for a period of seven (7) years after termination of this Agreement unless permission to destroy them is granted by the Office of the Archivist in accordance with Chapter 40.14 RCW and by the City. 11. City's Right of Inspection and Audit. A. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure the satisfactory completion thereof. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or become applicable within the terms of this Agreement to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updut,d4/1022 IROR Page 6 of 17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 B. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by the City during the performance of this Agreement. All work products, data, studies, worksheets, models, reports, and other materials in support of the performance of the service, work products, or outcomes fulfilling the contractual obligations are the products of the City. 12. Work Performed at the Consultant's Risk. The Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held by the Consultant for use in connection with the work. 13. Termination. A. Termination without cause. This Agreement may be terminated by the City at any time for public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment for the benefit of creditors. B. Termination with cause. This Agreement may be terminated upon the default of the Consultant and the failure of the Consultant to cure such default within a reasonable time after receiving written notice of the default. C. Rights Upon Termination. i. With or Without Cause. Upon termination for any reason, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant to this Agreement shall be submitted to the City, and the Consultant shall be entitled to just and equitable compensation for any satisfactory work completed prior to the date of termination, not to exceed the total compensation set forth herein. The Consultant shall not be entitled to any reallocation of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated profit on work not performed because of such termination. The Consultant shall use its best efforts to minimize the compensation payable under this Agreement in the event of such termination. Upon termination, the City may take over the work and prosecute the same to completion, by contract or otherwise. ii. Default. If the Agreement is terminated for default, the Consultant shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the City resulting from such default(s) shall be deducted from any money due or coming due to the Consultant. The Consultant shall bear any extra expenses incurred by the City in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained, by the City by reason of such default. City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated 4/20221000 Page 2 of 11 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 D. Suspension. The City may suspend this Agreement, at its sole discretion. Any reimbursement for expenses incurred due to the suspension shall be limited to the Consultant's reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of services under this Agreement without delay when the suspension period ends. E. Notice of Termination or Suspension. If delivered to the Consultant in person, termination shall be effective immediately upon the Consultant's receipt of the City's written notice or such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the address set forth in the "Notices" Section herein. F. Nothing in this Subsection shall prevent the City from seeking any legal remedies it may otherwise have for the violation or nonperformance of any provisions of this Agreement. 14. Discrimination Prohibited. A. The Consultant agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide occupational qualification. B. Violation of this Section shall be a material breach of this Agreement and grounds for cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may result in ineligibility for further work for the City. 15. Force Majeure. Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, governmental laws, regulations or restrictions, civil commotions, casualty, actual or threatened public health emergency (including, without limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health risk), governmental edicts, actions, declarations or quarantines by a governmental entity or health organization, breaches in cybersecurity, and other causes beyond the reasonable control of the Party obligated to perform, regardless of whether such other causes are (i) foreseeable or unforeseeable or (ii) related to the specifically enumerated events in this paragraph (collectively, a "Force Majeure"), shall excuse the performance of such Party for a period equal to any such prevention, delay or stoppage. To the extent this Agreement specifies a time period for performance of an obligation of either Party, that time period shall be extended by the period of any delay in such Party's performance caused by a Force Majeure. Provided however, that the current COVID-19 pandemic shall not be considered a Force Majeure unless constraints on a Party's performance that result from the pandemic become substantially more onerous after the effective date of this Agreement. City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated a/20221818 Pages of 17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 16. Assignment and Subcontract. The Consultant shall not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City. Any assignment made without the prior approval of the City is void. 17. Conflict of Interest. The Consultant represents to the City that it has no conflict of interest in performing any of the services set forth in Exhibit "A." In the event that the Consultant is asked to perform services for a project with which it may have a conflict, Consultant will immediately disclose such conflict to the City. 18. Confidentiality. All information regarding the City obtained by the Consultant in performance of this Agreement shall be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate termination. 19. Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. This Agreement will terminate upon the completion of all remaining services for which funds are allocated. No penalty or expense shall accrue to the City in the event that the terms of the provision are effectuated. 20. Entire Agreement. This Agreement contains the entire agreement between the parties, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties. If there is a conflict between the terms and conditions of this Agreement and the attached exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 21. Non -waiver of Breach. The failure of either party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein contained in one or more instances, shall not be construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same shall be in full force and effect. 22. Modification. City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated 4/7022 (ace Page 9 of 17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 No waiver, alteration, modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. 23. Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be (a) personally delivered, in which case the notice or communication shall be deemed given on the date of receipt at the office of the addressee; (b) sent by registered or certified mail, postage prepaid, return receipt requested, in which case the notice or communication shall be deemed given three (3) business days after the date of deposit in the United States mail; or (c) sent by overnight delivery using a nationally recognized overnight courier service, in which case the notice or communication shall be deemed given one business day after the date of deposit with such courier. In addition, all notices shall also be emailed, however, email does not substitute for an official notice. Notices shall be sent to the following addresses: Notices to the City of Port Orchard shall be sent to the following address: City Clerk City of Port Orchard 216 Prospect Street Port Orchard, Washington 98366 BwaIlace@cityofportorchard.us Phone: 360.876.4407 Fax: 360.895.9029 Notices to the Consultant shall be sent to the following address: Josh Gilchrist 3560 BRIDGEPORT WAY, SUITE 3-J UNIVERSITY PLACE. WASHINGTON 98466 Phone No.: 253-470-4675 Email: josh.gilchrist@3j-consulting.com 24. Resolution of Disputes; Governing Law. A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between the parties relative to the actual services provided or to the sufficiency of the performance hereunder. B. If any dispute arises between the City and the Consultant under any of the provisions of this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington. City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review updnred4/2022 IBOR 17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 C. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In any suit or action instituted to enforce any right granted in this Agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorneys' fees from the other Party. 25. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. 26. Title VI. The City of Port Orchard, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the Department of Transportation issued pursuant to such Act, must affirmatively insure that its contracts comply with these regulations. Therefore, during the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. The Consultant will comply with the Acts and the Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation, Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. B. Nondiscrimination. The Consultant, with regard to the work performed by it during this Agreement, will not discriminate on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Consultant will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations as set forth in Appendix A, attached hereto and incorporated herein by this reference, including employment practices when this Agreement covers any activity, project, or program set forth in Appendix B of 49 C.F.R. part 21. C. Solicitations forSubcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Consultant of the Consultant's obligations under this Agreement and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP. D. Information and Reports. The Consultant will provide all information and reports required by the Acts, the Regulations and directives issued pursuant thereto and will permit access to City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updoted4/2022 IBDR Page 11 of 17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant will so certify to the City or the FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of the Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: i. withholding payments to the Consultant under the Agreement until the contractor complies; and/or ii. cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. The Consultant will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant will take action with respect to any subcontract or procurement as the City or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Consultant may request the City to enter into any litigation to protect the interests of the City. In addition, the Consultant may request the United States to enter into the litigation to protect the interests of the United States. 27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. 28. Severability. Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken provision or part with a valid and enforceable provision that comes as close as reasonably possible to expressing the intent of the stricken provision. City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated 4/20221000 Page 12 V17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the dates listed below. CONSULTANT CITY OF PORT ORCHARD By: V B Robert Putaansuu, Mayor Title- President /342-b Date: April 4, 2026 Date: — 1 ATTEST/AUTHENTICATE Brandy Wallace, MMC, City Clerk APPROVED AS TO FORM pppp Signed by: Lftt 1. n 1rd Port Orchard City Attorney's Office City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated 4/2022804 �6i Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 APPENDIX A During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non -Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U .S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 C.F.R. Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 C.F.R. Part 27; • The Age Discrimination Act of 1975, as amended, (42 U .S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.P.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated 4/7077 IWDR Page Slur 17 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 discrimination because of limited English proficiency (LEP). To ensure compliance with 1 itle VI, you must take reasonable steps to -ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). City of Port Orchard and 3J Consulting Public Works Project: On -Call Plan Review Updated 0/20221900 Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 3J CONSULTING April 1, 2026 216 Prospect Street Port Orchard, WA 98366 City of Port Orchard - On -Call Services Port Orchard, WA Scope of Services Dear Denis, 3560 BRIDGEPORT WAY, SUITE 3-J UNIVERSITY PLACE, WASHINGTON 98466 PH, (253)470 4675 WWW.3JCONSULTING COM 3J Consulting has prepared the attached Scope of Services to provide Civil Engineering for the City of Port Orchard Public Works Department. 3J will assist you with additional engineering services to assist in the reviews of engineering plans, storm drainage reports, water & sewer hydraulic reports and other plan review administrative tasks for the Public Works Department. 3J proposes a $25,000 Time and Materials Not to Exceed contract to complete any requested professional services 3J can offer in accordance with our Schedule of Fees in effect at the time of the service. The attached Agreement for Consulting Services has been prepared based on our phone and email correspondence dated April 1, 2026. Any prior emails, proposals, or discussions are superseded by the attached Agreement and Scope of Services unless expressly incorporated herein. Thank you for the opportunity to assist you with this project. Once we receive a signed copy of the Agreement, we will proceed with work on the project. Please do not hesitate to contact me if you have any questions. Sincerely, Josh Gilchrist, PE Sr. Project Engineer copy: File 3I CIVIL LNGINLLRING I WAFER RESOURCES I COMMUNITY PLANNING Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 City of Port Orchard On -Call Services SCOPE OF SERVICES April 1, 2026 Page 1 of 7 AGREEMENT FOR CONSULTING SERVICES This Agreement for Consulting Services (together with each of the applicable attachments hereto, this "Agreement") sets forth the terms and conditions for retention of 3J Consulting, Inc. ("3J") to provide professional consulting services to City of Port Orchard ("CLIENT") in connection with the On -Call Engineering project (the "Project"). This Agreement consists of this acknowledgment and signature page, and each of the following identified subparts developed for the Project which are attached hereto and by this reference incorporated herein (as applicable): SCOPE OF SERVICES, GENERAL PROVISIONS, SCHEDULE OF FEES, and any CONTRACT ADDENDUM which may be used to supplement the SCOPE OF SERVICES hereafter. The basis of 3j's retention is described in the attached GENERAL PROVISIONS and SCHEDULE OF FEES. Any requested services which are in addition to the attached Scope of Services will be invoiced according to 3j's standard Schedule of Fees in effect at the time of the services or included in an addendum to this Agreement (a "Contract Addendum"). By signing below, CLIENT acknowledges that it has read and understood and hereby agrees to be bound by the terms and conditions set forth in this Agreement. This Agreement, including without limitation the SCOPE OF SERVICES, SCHEDULE OF FEES, fee structure, pricing, and proprietary business terms, is confidential and intended solely for use by the CLIENT in connection with the Project. CLIENT shall not disclose, distribute, or provide this Agreement or its contents to any third party without the prior written consent of 3J, except as required for financing, permitting, or legal review directly related to the Project. THIS IS A LEGALLY BINDING AGREEMENT APPROVED AND AGREED TO: Persons who execute this Agreement shall be authorized to financially bind the CLIENT or be personally liable for all payments due to 3J. Please provide a copy of the letter of signatory authority from the CLIENT with the executed copy of this Agreement. Approv( Signed: Name: Approved for City of Port Orchard Z7Q.. - A1/iIL Signed: Name: Denis Ryan Title: President Title: PW Director 04/02/20 Date: April 3, 2026 Date: P:\Proposals\Public Works Misc\26-Port Orchard -Plan Review\26-City of Port Orchard -On -Call -3J Original Engagement-2026-04-01.docx Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 City of Port Orchard On -Call Services SCOPE OF SERVICES April 1, 2026 Page 2 of 7 PROJECT SPECIFIC CONDITIONS The following project specific conditions are essential to the Scope of Work and are incorporated into the Agreement: 1. Jurisdictional Requirements: 3J will complete all Work based on the current governing agencies' requirements existing and published as of the date of this Agreement, consistent with the Standard of Care. Modifications or revisions required due to new jurisdictional code(s) or design requirements may be completed as a Contract Addendum. 2. Opinions Regarding Cost: When included in the Scope of Services, opinions or estimates of probable construction costs are prepared on the basis of 3j's experience and qualifications and represent 3J's judgment as a professional generally familiar with the industry. However, because 3J has no control over the cost of labor, materials, equipment, or services furnished by others, over contractor's methods of determining prices, or over competitive bidding or market conditions, 3J cannot and does not guarantee that its opinions or estimates of probable construction cost will reflect the actual costs of proposals, bids, or actual construction costs. 3. Schedules: Schedules prepared by 3J, or durations described within the Scope of Services are not intended to set any contractual deliverable dates or milestones. Schedules are for information, planning, and 3J budgeting of fees purposes only. 4. Value Engineering: Unless expressly included in the Scope of Services, 3J will require additional fees to review "Value Engineering" proposals and will require the supporting data, calculations, and cost estimates for all Value Engineering proposals in order to provide a thorough evaluation of the proposal(s). 3J shall have no liability whatsoever for any claims arising from any changes implemented into the design or construction of the Project without 3J's prior review and approval of the applicable Value Engineering, whether undertaken by any third party or CLIENT. 5. Differing Site Conditions: If any of the physical conditions at the site which is the subject of this Agreement are different than those represented by CLIENT or different than those encountered in work of a similar character ("Differing Site Conditions"), and such differences adversely affect 3j's ability to perform the Work, 3J may terminate this Agreement after notifying CLIENT in writing of such Differing Site Conditions or shall agree, in writing, to a new or modified Scope of Services and Fees. 6. Permitting Assistance: CLIENT is responsible to obtain, pay for and comply with any permits necessary for the Project(s). 3J will provide CLIENT with consultation support and assistance with the permitting process. 3J shall not be liable for damages resulting from the actions or inactions of governmental agencies. 3J shall act only as an advisor in any governmental relations. 3J's assistance shall not constitute a representation or guarantee that any permit or approval will be acted upon favorably by any governmental authority. 7. Construction Phase Services: Notwithstanding any professional consulting services provided by 3J for any construction phase of the Project, CLIENT understands and agrees that CLIENT's construction contractor(s) (the "Contractor") is solely responsible for the construction of the Project, that 3j has no liability whatsoever with respect to construction of the Project, and that 3J is not responsible for the acts or omissions of any contractor, subcontractor, or material supplier (including without limitation for safety precautions, programs, or enforcement; or for construction means, methods, techniques, sequences and procedures employed by the Contractor). 8. Hazardous Environmental Conditions: It is acknowledged by both parties that the Scope of Services does not include any services related to the presence at the site of asbestos, PCBs, petroleum, hazardous waste or radioactive materials. CLIENT acknowledges that 3J is performing professional services for CLIENT and 3J is not and shall not be required to become an "arranger", "operator", "generator", or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA). 9. Minimum Time Billed & Travel Time: 3J's minimum time billed is 15 minutes. Travel is billed door to door at the rates established per the Agreement or Schedule of Fees in effect at the time of the service, as applicable. Travel time is billed for all meetings and site visits and includes the time from the office location of the staff to the job site or meeting location and back. 10. Unmanned Aerial Vehicle (UAS/Drone): 3] may utilize UAS to compile aerial photography or other data of the Project site before, during, and after construction. CLIENT hereby consents to such access by 3J and grants 3J an easement and right of access to operate a UAS over the Project site and that all persons, vessels, vehicles, and structures related to the Project are considered participants consenting to be filmed or otherwise involved with any UAS operations by 3j. CLIENT represents that it has authority to grant these rights with respect to the Project, and acknowledges its obligation to obtain any formal consents that may be required by this covenant. CLIENT shall defend, indemnify and hold 3J harmless from any breach of these representations, and from any claims or demands against 3] arising from any allegation of trespass, non -consent, misappropriation of likeness, or any other claim, issue or liability arising out of 3J's UAS operations, except to the extent that 3J causes property damage or personal injury that arises out of 3J's negligence. 11. Site Access: CLIENT shall provide 3J unrestricted access to the site to the same degree as CLIENT maintains. CLIENT shall be responsible to obtain any third -party consents or rights of way necessary to ensure such access by 3J. P:\Proposals\Public Works Misc\26-Port Orchard -Plan Review\26-City of Port Orchard -On -Call -3j ,3_ Original Engagement-2026-04-01.docx Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 City of Port Orchard On -Call Services SCOPE OF SERVICES April 1, 2026 Page 3 of 7 12. CLIENT'S Insurance: CLIENT shall procure at its own expense such permits, licenses, insurance and governmental approval, as may be necessary for CLIENT to procure to comply with Federal, State and local laws, ordinances and regulations for performance of the Work. 13. Contractors' Insurance: CLIENT shall require its contractor(s) to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and injuries, and other insurance necessary to protect the CLIENT and 3Js' interests in the Project. 14. Insurance Policy Provisions. CLIENT's and its contractors' insurance policies related to the Project will (i) include 3J as an additional insured and loss payee, (ii) contain provisions to the effect that 3J's interests are covered and that the insurers will have no rights of recovery against 3J or any insureds, additional insureds, or loss payees in the event of payment for a claim thereunder, (iii) require that the coverage afforded will not be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at least 30 days prior written notice has been given to 3J. 1S. Cooperation RE Insurance. CLIENT shall provide 3J certificates of insurance upon request and shall cooperate, and require its contractor(s), to cooperate with 3J and its insurers to the extent necessary for 3J to obtain insurance coverage related to any claims or potential claims that arise out of this Agreement. P:\_Proposals\Public Works Misc\26-Port Orchard -Plan Review\26-City of Port Orchard -On -Call -3J 3 Original Engagement-2026-04-01.docx Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 City of Port Orchard On -Call Services SCOPE OF SERVICES April 1, 2026 Page 4 of I SCHEDULE OF FEES (As of January 1, 2026) Fees for professional services provided by 3J are based upon the time expended on the Project and the hourly fee rate for the professional or support staff performing the service. The following hourly rates will be used for any additional services not defined in the approved Scope of Services unless updated in writing. Civil Engineering Services Community Planning Services Senior Principal Engineer $360 Principal Planner $300 Principal Engineer $322 Director of Planning $300 Director of Engineering $360 Senior Planning Project Manager $250 Senior Project Manager $282 Planning Project Manager II $232 Project Manager II $250 Planning Project Manager I $210 Project Manager I $224 Senior Planning Manager $232 Senior Project Engineer $218 Planning Manager II $216 Project Engineer II $200 Planning Manager I $200 Project Engineer I $190 Senior Planner II $188 Senior Civil Engineer $210 Senior Planner I $176 Civil Engineer II $184 Planner II $164 Civil Engineer I $172 Planner I $140 Senior Civil Designer $184 Planning Assistant $112 Civil Designer II $164 GIS Services Civil Designer I $146 Senior GIS Manager $198 Senior Civil Technician $178 GIS Manager $184 Civil Technician II $158 GIS Analyst II $172 Civil Technician I $142 GIS Analyst I $160 Engineering Intern $100 Senior GIS Technician $156 Inspection Services GIS Technician II $148 Senior Inspector $200 GIS Technician I $136 Inspector III $182 Graphic Design Services Inspector II $162 Senior Graphic Designer $164 Inspector I $142 Graphic Designer II $144 Development Specialist Services Graphic Designer I $120 Senior Development Specialist $200 Administration Services Development Specialist III $182 Sr, Administrative Project Specialist $140 Development Specialist II $162 Administrative Project Specialist $130 Development Specialist I $142 Administrative Staff $110 P:\Proposals\Public Works Misc\26-Port Orchard -Plan Review\26-City of Port Orchard -On -Call -3j 3, Original Engagement-2026-04-01.docx Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 City of Port Orchard On -Call Services SCOPE OF SERVICES April 1, 2026 Page 5 of 7 GENERAL PROVISIONS These General Provisions are incorporated into this Agreement between 3J and CLIENT. Any capitalized terms used herein but otherwise not defined shall have the meanings set forth in the other component parts of this Agreement: A. Authorization to Proceed: Any request by CLIENT for 3J to proceed with work under this Agreement (the' Work") with respect to the Project shall constitute an acceptance of all terms of this Agreement, including these General Provisions. Signing this Agreement or any Contract Addendum hereto and providing any required retainer shall be construed as authorization by CLIENT for 3j to proceed with the Work. B. Payment: Invoices will be Issued monthly by 3J and are due and payable upon receipt. Interest Is charged at a periodic rate of 1.5% per month (18% APR) on all invoices not paid within thirty (30) days. If any invoice is not paid in full within 30 days after the invoice date, then In addition to any other remedies available to 3J, it may cease performing the Work and not release any information or plans hereunder upon delivery of written notice, electronic or otherwise, of its intention thereof to CLIENT. Further, in the event of such default, 3J shall have the right, but not the obligation, to cease performing any work under any other contract then outstanding between CLIENT and 3J. CLIENT expressly agrees that payment to 3J is not subject to any payments due to CLIENT from any third party and payments due 3J will not be delayed pending any third -party disbursement. If CLIENT disputes any portion of an invoice. CLIENT shall notify 3J of the dispute (including amount and details of the disputed facts) in writing within 30 days of the invoice date. CLIENT hereby waives the right to dispute an invoice more than 30 days after an invoice's date, and/or if CLIENT fails to provide the required notice. C. Reimbursable Expenses: Any outside services, reproductions or other services that are required to complete the Work that are not itemized in the Scope of Services to be performed by 3J are invoiced as "Reimbursable Expenses" at cost plus 10%. D. Limitation of Liability: 31's liability to CLIENT for any cause or combination of causes is, in the aggregate, limited to the lesser of the fee paid to 3J by CLIENT for the applicable Scope of Services, or the remaining applicable professional liability insurance coverage proceeds available to 3J (after deduction of any costs, claim payments or other amounts that may have reduced policy limits). No director, officer, shareholder, employee, or other individual representative of 3J shall have any personal or other liability to CLIENT or any other party, for any and all claims, except fraud claims, arising out of or relating to this Agreement, the Project, the Work, or work product created In connection with the foregoing. All third party claims shall be made against CLIENT only. The parties waive against each other, and the other's officers, directors, members, partners, agents, employees, subconsultants, and insurers, any and all claims for or entitlement to, special, incidental, or consequential damages arising out of, resulting from, or in any way related to this Agreement or the Project, from any cause of action. Such excluded damages include but are not limited to loss of profits or revenue: loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; and cost of capital. E. CLIENT Acts or Omissions: 3J shall have no liability whatsoever for any delay or failure to perform any of its obligations under this Agreement and shall not be deemed to be in breach hereof to the extent such delay or failure arises directly or indirectly from any act or omission of CLIENT, Owner, or any of its agents, subcontractors, consultants or employees. F. Fees: The fees reflected in the Scope of Services are good for thirty (30) days after the date they are prepared and may be refreshed by 3J at any time thereafter prior to full execution of this Agreement. If, at any time during the performance of the Work, the Project is delayed for more than sixty(60) days then 3J has the right to re-evaluate the Fees accordingly. G. Standard of Care: The "Standard of Care" for all professional services performed or furnished by 3J under this Agreement will be the skill and care used by members of 3J's profession practicing under similar circumstances at the same time and in the same locality and nothing in this Agreement obligates 3j to provide services that exceed the Standard of Care. H. Disclaimer of Warranties: Other than exercising the Standard of Care, 3J makes no warranties under this Agreement or otherwise, In connection with 3J's services and disclaims any warranty of merchantability, warranty of fitness for a particular purpose, warranty of title, or warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. If at any time 3J fails to meet the Standard of Care, 3J's liability shall be limited to re -performance of the Work that did not meet the Standard of Care, or reimbursement of an appropriate portion of the fee charged for such Work, in 3J's sole discretion. I. Assignment: Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned by CLIENT without the prior written consent of 3j, which consent will not be unreasonably withheld. 3J may freely assign this Agreement to any successor in interest. J. Termination: Either CLIENT or 3J may terminate this Agreement by giving thirty (30) days written notice to the other party. In such event, CLIENT shall immediately pay 3j in full for all the Work previously authorized and performed prior to the effective date of termination. 3J need not give thirty (30) days notice if the reason for termination is non-payment by CLIENT. P:\_Proposals\Public Works Misc\26-Port Orchard -Plan Review\26-City of Port Orchard-On-Call-3j�_ Original Engagement-2026-04-01.docx Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 City of Port Orchard On -Call Services SCOPE OF SERVICES April 1, 2026 Page 6 of 7 K. Suspended Work: If CLIENT suspends the Work for more than thirty (30) days, 3J shall have the right to revisit the Scope of Services and/or Fees and make reasonable adjustments to account for staff remobilization, Project scope or design criteria changes, building code revisions, updated studies or reports, electronic project model updates due to revisions or updates In computer software, drafting project updates, staff compensation, firm overhead changes, insurance requirement changes, or other expenses as deemed by 3J to be related to the Project. The original Scope of Services and Fees may be revised in their entirety pursuant to an addendum to this Agreement (each, a "Contract Addendum"). L. Dispute Resolution: CLIENT and 3J agree that they shall first submit any and all unsettled claims, counter claims, disputes, and other matters in question between them arising out of or relating to this Agreement, or the Project, to mediation in accordance with the Construction Industry Mediation Rules of the Arbitration Service of Portland, effective as of the date of this Agreement. If mediation does not resolve any and all disputes, the parties agree that upon formal termination of the mediation, either 3J or CLIENT may assert a claim against the other in any competent court located in Washington County, OR. with an express waiver of a jury trial. Notwithstanding the foregoing, lien perfection, collection claims and suits for injunctive relief may be filed by 3J at any time in any court having jurisdiction over the Project. M. Collection Expenses: CLIENT shall be liable for any expenses incurred by 3J to collect any past due sum owed to 3J by CLIENT and shall promptly reimburse 3J for all such expenses in addition to all other charges due under this Agreement, including attorneys' fees and collection fees. N. Controlling Law, Jurisdiction and Venue: This Agreement shall be governed by the laws of the State of Oregon under the exclusive jurisdiction of the courts located in Washington County, Oregon, and each party irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding arising under this Agreement. O. Ownership of Documents: All documents, written work product, renderings, images, electronic files, etc. prepared or furnished to CLIENT by 3J pursuant to this Agreement are instruments of 3J's professional service ("Work Product"), and 3J retains all ownership, intellectual property, copyright and other interests therein. 3J grants CLIENT a limited license for CLIENT and its authorized agents to use Work Product for the sole purpose of construction, occupying, and maintaining the Project. CLIENT's license to use Work Product for the Project shall be automatically revoked upon any default by CLIENT of any of the terms or obligations of this Agreement or any other contract between 3J and CLIENT, including, without limitation, the CLIENT's obligation to pay 3J. Reuse or modification of any Work Product by CLIENT, without 3J's written permission, shall be at CLIENT's sole risk, and CLIENT agrees to indemnify and hold 3J harmless from all claims, damages, and expenses, including attorney's fees, arising out of such reuse or modification by CLIENT or by others acting on behalf of or through CLIENT. Third -parties may not rely on documents unless expressly authorized in writing. P. Confidentiality: Subject to the license granted pursuant to Section O, CLIENT agrees to keep Work Product and all confidential or proprietary information of 3J disclosed to CLIENT in the course of performing the Work (including without limitation, trade secrets, know-how, technology, business operations and strategies, information pertaining to customers, pricing and marketing, and any information which if disclosed, would undermine 3J's competitive advantage) strictly confidential and shall secure such confidential information in at least as secure a manner as its own highly confidential information. Q. Use of Electronic Media: Copies of documents that may be relied upon by CLIENT are limited to the physically printed copies (also known as hard copies) that are signed or sealed by 3J, or digitally signed files that are not invalidated or modified. Files in electronic format or text, data, graphic or other types that are furnished by 3J to CLIENT are for convenience of CLIENT only, unless they are digitally signed, validated, and not modified. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. When transferring documents in electronic media format (including those that are digitally signed), 3J makes no representations as to long-term compatibility, usability, security (i.e. viruses or other electronic threats), or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those in use by 3J at the beginning of the assignment. R. Lien Rights: 3J may perform or discharge any and all procedures, acts, notices, and filings to perfect its lien rights under the applicable state law, notwithstanding any limits or requirements established by Sections Q or S. S. Force Majeure: Neither party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations (other than for payment obligations) results from any cause beyond its reasonable control and without any negligence on the part of the performing party or its agents or representatives; provided that the impacted party shall use diligent efforts to mitigate the effect of any such cause and reduce or end the delay or failure and shall resume its performance as soon as reasonably possible after the removal of the cause. T. Indemnification: CLIENT and 3J each agree to indemnify and hold the other harmless, and their respective officers, employees, agents, and representatives, from and against liability for all claims, losses, damages, and expenses specifically excluding attorneys' fees and costs, but only to the extent such claims, losses, damages, or expenses are caused by the indemnifying party's negligent acts, errors or omissions (or those of any of its respective agents or representatives) in relation to the Project, or claims of copyright or patent infringement arising from the use of any P:\_Proposals\Public Works Misc\26-Port Orchard -Plan Review\26-City of Port Orchard -On -Call -3J Original Engagement-2026-04-01.docx Docusign Envelope ID: F512F518-3D12-8A0C-81 F3-9FA83F8D1993 City of Port Orchard On -Call Services SCOPE OF SERVICES April 1, 2026 Page 7 of 7 documents provided by any previous design firm. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of CLIENT and 3J, liability therefor shall be borne by each party in proportion to its respective negligence. U. Statute of Limitations: Any and all claims and/or causes of action between the parties arising out of or relating to this Agreement shall be brought by either party within two (2) years of the sooner of (i) substantial completion of the Project or (ii) termination of this Agreement or the Project. V. Notice of Claim: CLIENT shall provide 3J written notice of any potential claim, or facts that CLIENT is aware of that could result in a claim, against 3J within ten (10) days after the date of the occurrence of the event causing the potential claim or discovery of the facts as a condition precedent to any recovery from 3J. CLIENT's failure to provide such notice shall constitute waiver of any potential claim. W. Integration; Amendments: This Agreement represents the entire and integrated agreement between CLIENT and 3J regarding the Project, and supersedes all prior and contemporaneous negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a Contract Addendum or other written instrument signed by both parties. X. No Waiver: No waiver by 3J of any of the provisions of this Agreement is effective unless expressly set forth in writing and signed by 3J. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising under this Agreement may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Y. Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Z. Survival: Notwithstanding any termination or expiration of this Agreement, the provisions of these General Terms, which by their nature should survive expiration or termination of this Agreement in order to give full and proper effect to its intent, will remain in full force and effect after any such expiration or termination of this Agreement. M. Subconsultants: CLIENT agrees to and may have input on the subconsultants used by 3J in connection with the Project or Projects. 3J shall not enter into any subcontracts for any of the work required by this Agreement without prior written notice. BB. No Third Party Beneficiaries: CLIENT and 3j are the only parties to the Agreement and are the only parties entitled to enforced its terms. Nothing in the Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name in the Agreement and expressly described as intended beneficiaries of the terms of the Agreement. P:\Proposals\Public Works Misc\26-Port Orchard -Plan Review\26-City of Port Orchard -On -Call -3J 3� Original Engagement-2026-04-01.docx